One of the first things that Jay Larranaga, head coach of the Erie Bayhawks, tells the 35 players who have paid $150 apiece to possibly have a shot at maybe earning a spot on his NBA Development League team, is that they are not really talented. Well, he doesn't say it exactly like that. But everyone knows what he means, because they're all standing in a basement, Division III gymnasium in Gramercy at nine in the morning, and the players are all wearing cheap multi-colored pinnies and a few of them look like total, outright scrubs. One is actually a chubby, balding white man. So Larranaga doesn't say it outright.

He says, "First of all, I love the enthusiasm."

The 35 men have just finished their first drill: running downcourt, arms in the air, while yelling "Ball, ball!"; doing defensive slides on the baselines; then backpedaling up the sidelines, arms up again, yelling "Ball, ball!" again. They repeated that loop—run, slide, backpedal—for 15 minutes straight. A few players dropped out, clutching their chests and breathing hard, until others reached for them and pulled them back, encouraging one another, pushing each other down the court and back again.

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Good enthusiasm. But: "Some of you couldn't do 15 minutes," Larranaga says. "The Los Angeles Lakers, the Cleveland Cavaliers, the Toronto Raptors—their players can all do that drill for 25 minutes.

"Those guys are more talented than anyone in this gym."

Major League Baseball depends on its minor-league system to groom future big leaguers for the Show. It's the proven path. The D-League, as it's unfortunately called, doesn't have the same history of success. The D-League reports that "23 percent of players in the NBA at the conclusion of the 2010-11 season boasted NBA D-League experience." Since its inaugural season, in 2001-02, only 128 D-League players have been "called up" to their affiliate NBA teams—and of that group, names like Von Wafer, Kelenna Azubuike, Chris Andersen, and Reggie Williams stick out as the ones you might say really "made it."

But for most of the players in the basement, the NBA isn't a thought they're entertaining. There are at least four candidates in the group who have never played any organized basketball before: a tax attorney, an online poker player, a writer from TrueHoop's Knickerblogger site, and an unemployed young guy from Brooklyn who is slightly duck-footed and wholly delusional about his playing ability. For them, and for the others (college players from all divisions, some with experience in the ABA or overseas, some with a D-League season already behind them) the D-League itself is today's distant end goal.

Larranaga dispenses the players to his assistant, Ben McDonald, who leads them through stretches and then into a passing drill that looks simple: Line up at the corners of a square, then alternate diagonal passes with passes to the right, moving to a new corner after you pass. The players are lost. There are lots of near beheadings, and McDonald keeps stopping the drill to re-explain how it works. Even from the sideline, it feels like a waste of time. Fifteen minutes go by, and then the buzzer sounds. "Let's move on," Larranaga says. "That was pretty ugly."

Later in the day, after another repetition of the drill, I ask Wes Bohn, the team's video coordinator, why they would run it twice during a six-hour tryout. If you're here, he says, "you're not going to be the main guy on a D-League team. So we're interested in, what's your help side like, and can you make the right passes?

"Basically the rule is that if you don't make $10 million, you better move the ball."

Bohn tapes some of the scrimmages on his iPhone.

Around 11 in the morning, the coaches set up a 1-on-1 drill on two baskets. Finally, we're able to see that some of the guys here can actually play. There's a near seven-footer named Lex James who is hulking from the waist up, but his lower half is skinny—chicken-legged—and he's quick. He reels off four straight points. A few plays later, the tax attorney—a pudgy, balding Indian guy who will go back to his office when he's cut in four hours—dives for a loose ball at the sideline. He chips one of his front teeth directly in half, and keeps playing. In my notebook I write: There are two white guys here who are not coaches or basketball bloggers.

At midday there's an hour break for lunch. The players are told not to eat too much, since they'll be going full-court afterward.

At a Chipotle, I ask Larranaga if he thinks the lockout might make for a different D-League season. He gets a little flustered.

"Um… I forget how I'm supposed to answer that. Let me…" He takes out his cell phone and dials a number. "I told the guy I was gonna do it. This will be fun. Hey, man. How do you answer this question?" I repeat the question. He says it into the speaker and listens and then looks at me apologetically: "That is not something I can comment on at this time." He hangs up and orders a burrito.

Back in the gym, the players are stretching on the sidelines and making small talk. A lot of them know each other from playing in and around New York.

"Why didn't you go to China, man?" a player named Roman Perez asks James.

"Money was off."

"Huh?"

"Money was off," he says.

"How much they offer you?"

"Sixty."

"Sixty?" Perez pauses. "Why you not take that?"

The two are sitting by Baruch's thousand-point club banner with another player. There is one name on the sheet: Monique Salmon, '07-'11: 1,190 points. Perez starts pitching his friend's basketball team, which is a part of the Eastern Basketball Alliance. The NYC Jaguars are looking for a good 3-4 man, and for a regulation-size court: the one they've been playing on isn't wide enough. Perez says he'll find one before he heads home to Puerto Rico next week.

"It's good to build your resume," he tells them. "It's legit, yo. Dennis Rodman coached last year." He nods at the third player. "How your kid? A girl, right?"

The gym feels different now because Allan Houston, who is assistant GM with the Knicks and GM of the Bayhawks, has arrived. He talks with Larranaga and poses for camera phone pictures, with players and with Baruch students who've slipped into the gym. Kayode Ayeni, a former St. Francis starter who came in neon orange Nikes today, poses with him outside the gym ("I'm not gonna tell Houston I'm not a Knicks fan," he tells me before asking). Later, he'll make the photo his Facebook picture. Ayeni says he wore the shoes to get noticed. He's one of the better guards here today.

Ayeni played for the ABA's Jersey Express last season, and now he's looking for work: "It's been tough to find work overseas, especially in this lockout," he says. "There's no jobs overseas. So this is the next step for me."

Now the shuttle run—sometimes called a "beep test"—has begun. A lot of players drop out early, including the tax attorney with the chipped tooth, who stumbles over to where Houston and the coaches are sitting and says, panting, to Houston: "Who do we tell... Who do we tell our level to?"

Houston just looks at him.

I watch the players run with a newly minted sports agent named Michael Ihrig. He's a young lawyer at a Manhattan firm that had just begun taking on athletes as clients when, in August, a former NC Central player named Ron Stokes walked into their office unannounced and asked for representation.

"I went to the [D-League's] national tryout in Kentucky and then I got a phone call. They said that some teams were interested in me and wanted to offer me a contract, so I had to get an agent," Ron, who will make the final cut, tells me. "I looked it up on Google and the first name I came to, I went straight the office and said, ‘Hey, I'm Ron, and I'm 6-foot-10.'"

By the end of the 15-minute shuttle run, everyone has dropped out except for Ed Wilson, a Bronx native who played Division II ball at Mercy College. He's actually ahead of the beeps after more than two miles of sprints. Larranaga gathers everyone at center court.

"Some of you are at the beginning of your professional careers, and some of you are at the end," he says. "We just ranked you. It's not basketball rank; it's fitness rank. Every guy in the NBA is better than you, so the only way to succeed is to be in better shape than them."

An hour later, after another round of full-court 5-on-5 play, the Bayhawk coaches read out 10 names and hand out 10 jerseys, red or white. The remaining 20 or so men are invited to "stay and watch, if you'd like" and are thanked for coming out today. A lot of the cut players come over to shake hands with Houston and Larranaga, and to thank them for the opportunity.

Out in the hallway, Byron—the duck-footed young guy from Brooklyn who might stand at about 5-foot-4—tells me that he'll be back: "This is my dream, so."

Coach McDonald is leaning against the wall under a basket, rubbing his calves. He says it's the first time they've done the entire tryout in one day. It's also the first time it's been open to any paying customer. They'll have another one up in Erie in just five days. I ask him if he expected to see so many scrubs, and he winces, slightly.

"I don't like to use that word," he says. "There are guys who are kinda not realistic about your game at a D-League level. You can almost just go up to the guy and go, you gotta be kidding, you know? You go ahead and do that, but I'm gonna be honest with you and tell you that there's a time in your life when you gotta make a decision and do something else. A lot of these guys are trying to chase a dream, or maybe just coming out here for fun.

"It's like American Idol, you know? And I'm thinking, you're delusional."

There is the Byron end of the pay-to-play open tryout spectrum, and then there is a player like Cameron Benison. At 28, he's one of the older guys, and certainly one of the more experienced: He has already played in the D-League, with the Dakota Wizards for a spell last season. Before that, he played in San Juan, Puerto Rico. "I thought I had a child on the way," he said. "So I went there for some money." He didn't have a child on the way, it turned out.

Benison, who was born and raised in Harlem, has an imposing upper body, and he can play both inside and out. He had to make a few phone calls during the lunch break because he still owed the Bayhawks $31 for today's tryout.

When Benison was in high school, CNNSI.com hailed his "superb bounce" and called him a "skywalking dunker." But he never played collegiate ball. "I lost my eligibility because I was ignorant to the NCAA rules," he says as he takes off his sneakers at the end of the day. "I took some money in high school. I was gonna go to USC. I'd committed and everything. It's been a grind, I would say. It's been a long grind."

He stops short, excuses himself, and jumps up. He limps over to the rest of the players. They're taking a group photo with Allan Houston.